April 02, 2019
Summary of Amendments in the SEBI (LODR), 2015, SEBI (SAST), 2011 and the Companies Act, 2013 issued on 29th and 30th March, 2019 are listed below:
- The SEBI (Listing Obligations and Disclosures Requirements) (Amendment) Regulations, 2019:
Regulation 23(1A)is amended to provide that w.e.f., July 01, 2019, payments made to a related party with respect to brand usage or royalty shall be considered material, when entered either individually or taken together with previous transactions during a financial year exceed two percent of annual consolidated turnover of the listed entity as per the last audited financial statements.
- The SEBI (Substantial Acquisition of Shares and Takeovers) (Amendment) Regulations, 2019:
Regulation 10pertaining to General Exemptions is amended to provide that the following types of acquisitions are no longer be exempted from making an open offer for Substantial acquisition of shares or voting rights and Acquisition of control:a. Regulation10(1)(ia) – Acquisition of shares by the person(s), by way of allotment by the target company or purchase from lenders at the time of lending selling their shareholding or enforcing change in ownership in favour of such person(s), pursuant to a debt restructuring scheme implemented in accordance with the guidelines specified by the Reserve Bank of India.
b. Regulation 10(2)– The acquisition of shares of Target company, not involving a change of control over such target company, pursuant to a scheme of corporate debt restructuring in terms of Corporate Debt Restructuring Scheme notified by RBI or any modification or re notification thereto provided such scheme has been authorised by shareholders by way of a special resolution passed by Postal Ballot.
- SEBI circular No.CIR/CFD/CMD1/44/2019 dated 29/03/2019, effective from 1st April2019:
Through this Circular, SEBI has laid down the Procedure and Formats that shall be followed by Statutory auditor of all the Listed Entities for limited review / audit report of the listed entity and those entities whose accounts are to be consolidated with the listed entity.
- The Companies (Incorporation)Third Amendment Rules, 2019:
Rule 38A is inserted – The amended rule requires that the application made for incorporation of a company under Rule 38[i.e., Simplified Proforma for Incorporating Company Electronically (SPICe)], shall include e-form AGILE (INC-35) that contains the application for registering with GST, ESIC and EPFO and get their respective registration numbers:
a. GSTIN w.e.f., 31st March 2019
b. EPFO w.e.f., 8th April 2019
c. ESIC w.e.f., 15th April 2019
- The Companies (Indian Accounting Standards) Amendment Rules, 2019:
Central Government in consultation with National Advisory Committee on Accounting Standards has amended the following Indian Accounting Standards (Ind AS):
- Ind AS 101 – First-time adoption of Indian Accounting Standards
- Ind AS 103 – Business Combinations
- Ind AS 104 – Insurance Contracts
- Ind AS 107 – Financial Instruments: Disclosures
- Ind AS 109 – Financial Instruments
- Ind AS 113 – Fair Value Measurement
- Ind AS 115 – Revenue from Contracts with Customers
- Ind AS 116 – Leases (newly inserted)
- The Companies (Indian Accounting Standards) Second Amendment Rules, 2019:
Central Government in consultation with National Advisory Committee on Accounting Standards has amended the following Indian Accounting Standards (Ind AS):- Ind AS 101 – First-time adoption of Indian Accounting Standards
- Ind AS 103 – Business Combinations
- Ind AS 109 – Financial Instruments
- Ind AS 111 – Joint Arrangements
- Ind AS 12 – Income Taxes
- Ind AS 19 – Employee Benefits
- Ind AS 23 – Borrowing Costs